GCSSEPM Foundation Articles

THE GCSSEPM FOUNDATION

THIS DECLARATION OF TRUST AND AGREEMENT made and entered into this 6th day of December, 2009, by and between the Gulf Coast Section of the Society of Economic Paleontologists and Mineralogists, Inc., a Texas corporation (hereinafter called the “GCSSEPM”), and the five individuals hereinafter named, and their successors, as Trustees and Executive Director, IN TRUST, nevertheless, for the purposes and objects as hereinafter set forth;

WITNESSETH:

WHEREAS, the GCSSEPM desires to establish a trust for educational, scientific (including research), and charitable purposes;

NOW, THEREFORE, for and in consideration of the accomplishment of the objects and purposes as hereinafter expressed, this trust, to be known as THE GCSSEPM FOUNDATION, is hereby created subject to the following terms and conditions:

ARTICLE I

Foundation Administrators

1. (a) This trust shall be administered by four (4) Trustees and one (1) Executive Director. The initial Trustees and Executive Director shall be the following individuals:

Trustees

Michael Styzen, Chairman
Paul Weimer
Anthony D'Agostino
Patricia Santogrossi

Executive Director
Norman C. Rosen

(b) Should any Trustee be terminated by the Executive Council of the GCSSEPM, for any reason cease to serve, or resign, a successor Trustee shall be nominated by the remaining trustees and Executive Director; this nomination shall be presented to the Executive Council of the GCSSEPM. Such successor trustee shall be appointed by voice vote of the Executive Council of the GCSSEPM.

(c) The position of Executive Director shall be made by the Trustees with the advice and consent of the Executive Council of the GCSSEPM. The Executive Director can be terminated by the unanimous vote of the trustees with the advice and consent of the Executive Council of the GCSSEPM.

(d) The term of a trustee is for four (4) years. A trustee may serve a second successive term if the person so desires. After a break in service of at least one year, a person may be nominated for another four (4) year term with the same right to serve another successive term. At the end of any term of service, a successor Trustee shall be nominated as according to (1b) above.

2. The Trustees shall designate one of their number as Chairman. Such Chairman, on behalf of the Trustees, shall be authorized to execute all instruments requiring execution by the Trustees.

3. The Trustees and Executive Director are empowered to formulate and adopt such rules, regulations, and practices relative to the conduct of the affairs of the Trust as they shall deem necessary or expedient fully to carry out its purposes as herein expressed and shall further have the power to delegate authority to perform ministerial or administrative duties upon such person or persons as they may see fit. In general, trustees are responsible for most long-term programs and activities that will affect the Foundation, and the Executive Director is responsible for shorter term projects and the day-to-day business of the Foundation. More specific responsibilities of Trustees are defined further in Article II. More specific responsibilities of the Executive Director are defined in Article III.

4. The Trustees and Executive Director of this Foundation shall be autonomous and independent from the control or supervision of the GCSSEPM or any of its officers or of any other person, firm, or corporation. The Trustees and Executive Director shall have the authority to employ such agents, employees, investment counsel, attorneys, accountants, or other persons as the they deem necessary or advisable, with the compensation for their services to be paid from the assets or income of the Trust.

5. Any Trustee or Executive Director may resign at any time.

6. All powers herein vested in the Trustees may be exercised by a majority of the Trustees.

7. The number of Trustees of the Foundation may be changed by unanimous vote of the then current Board of Trustees and Executive Director.

8. Notwithstanding Article II and Article III, the position of Executive Director may be modified by unanimous vote of the then current Board of Trustees and Executive Director.

9. The word "Trustees," as hereinafter used, refers not only to the original Trustees herein named, but also to all successor Trustees.

10. The words "Executive Director," as used hereinafter, refers not only to the original Executive Director but also to all successor Executive Directors.

11. The Trustees or the Executive Director shall keep books and records that are adequate to reflect fully all of the transactions of the Trust and the Trustees, and submit the same at the request of the Executive Council of the GCSSEPM.

12. Except for gross negligence or malfeasance, the Trustees and the Executive Director shall not be liable for the making, retention or sale of any investment or reinvestment made as herein provided, or for failure to invest or reinvest, or for any loss to or diminishment of the Trust assets for any cause, matter, or action taken or not taken with respect to the Trust.

ARTICLE II

Responsibilities of Trustees

  1. The Trustees shall lead and coordinate financial contributions/sponsorships from industry and individuals to support Foundation activities.

  2. The Trustees shall lead and coordinate in facility negotiations for all conferences and meetings.

  3. The Trustees shall lead and coordinate audio-visual and poster session equipment and specifications for all conferences and meetings.

  4. The Trustees shall lead and coordinate displays thanking sponsors as well as informational signs for use at all conferences and meetings.

  5. The Trustees shall assist in the on-site registration and sales of publications at all conferences and meetings.

  6. The Trustees shall lead and coordinate in the storage of the Foundation booth as well as securing space at all meetings and conventions.

  7. The Trustees shall provide guidance and coordination on all Foundation activities not withstanding whether or not they are the direct responsibility of the Executive Director.

  8. At least one trustee will serve on the technical program committee of the annual research conference.

 

ARTICLE III

Responsibilities of the Executive Director

  1. The Executive Director shall be responsible for handling the day-to-day activities of the Foundation and by serving as a point-of-contact for the Trustees and Executive Council of the GCSSEPM.

  2. The Executive Director is primarily responsible for determining program themes and finding technical chairman for conferences, with the advice and consent of the Trustees.

  3. With the technical chairman, the Executive Director shall prepare call for papers, registration forms, and advertising material for conferences.

  4. The Executive Director shall be responsible for the registration of conference attendees and preparation of receipts, badges, and all other conference items.

  5. The Executive Director is responsible for maintaining financial records, oversight of tax preparation and filing, receive and pay Foundation bills, and prepare financial summaries for the Trustees and Executive Council of the GCSSEPM.

  6. The Executive Director shall supervise sale of Foundation publications either directly or through outside contractors.

  7. The Executive Director shall coordinate the Foundation website with the Trustees and Executive Council of the GCSSEPM.

  8. The Executive Director may accept responsibility for other specific projects or services at the request of the Trustees.

ARTICLE IV

Purpose and Objects of Trust

  1. The primary purpose in establishing this Foundation is to establish a permanent entity to conduct, exclusively within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), educational, charitable, and scientific activities related to or allied with the field of stratigraphy especially as it relates to petroleum geology. Without intending to narrowly restrict or limit the Trustees and Executive Director in the administration and conduct of the affairs of the Foundation, among the activities which the Foundation may engage are:

  2. the conduct of research, both directly and through the promotion, assistance, encouragement, support, and furtherance of studies and research in the field of stratigraphy and in science related thereto;

  3. the dissemination of information relating to stratigraphy and related fields, through lectures, seminars, research conferences, symposia, publications, educational courses, teaching aids, and by other means and materials;

  4. to carry on programs of continuing education in stratigraphy and related studies;

  5. to assist in career guidance to persons interested in stratigraphy and related studies;

  6. to assist public and private schools (elementary and secondary), colleges and universities, and technical schools in teaching and education in the field of stratigraphy and related fields;

  7. to work with and support (including contributions from the Foundation) other organizations having similar objectives to the Foundation.

  8. In limitation of all other provisions herein:

  9. All funds, properties, and assets of the Trust shall be used exclusively for the scientific or educational purposes herein specified and for no other purposes.

  10. No part of the principal or net earnings of the Trust shall inure to the benefit of any private shareholder, individual, firm, or corporation.

  11. No part of the activities of the Trust shall include carrying on propaganda, or otherwise attempting, to influence legislation, and the Trust shall not participate in, or intervene in (including the publishing or distribution statements), any political campaign on behalf of any candidate for public office.

  12. The trustees and Executive Director shall be reimbursed for their reasonable out-of-pocket expenses of performing their duties.

  13. The Trustees and Executive Director are authorized to incur and pay necessary costs and expenses of administering the fund as the Trustees and Executive Director may deem necessary to accomplish the purposes herein set out.

  14. The information and results obtained from any research or scientific work and study carried on or fostered by the Trust shall be made freely available to the general public on a nondiscriminatory basis.

ARTICLE V

Trust Fund


It is contemplated that from time to time persons or corporations interested in the objects and purposes of the Trust will make inter vivos or testamentary contributions in cash or property to the Trust. Any funds or contributions in cash or in kind so made shall be received by the Trustees or Executive Director and thereafter by the Trustees and Executive Director managed and invested as herein set forth. The Executive Director shall send a written acknowledgment of each contribution to the donor and to other appropriate interested parties.

ARTICLE VI

Investment of Trust Funds
And
Authority of Trustees

  1. With respect to the management of the Trust, the character of and the manner of making investments and reinvestments of Trust funds, the sale, conveyance, or transfer of Trust property and the power and duties of the Trustees and Executive Director, the provisions of the Texas Trust Act, Article 7425b of V.A.T.S. as now in force or as may hereafter be amended shall govern except as they may be modified or limited by the provisions of the Agreement. The Trustees are specifically authorized to invest in mutual funds if they deem it appropriate.

  2. The parties hereto hereby declare that it is intended that the Trustees shall not unreasonably accumulate income. Furthermore, the expenditures for the purposes herein specified shall not be limited solely to income from trust investments. Accordingly, the Trustees in their discretion may, but shall not be required to, expend all contributions made to the Trust.

  3. The Trustees shall never incur any liabilities in excess of the fair value of the funds or property held by them.

  4. Except for Certificate of Deposits, the Executive Director cannot invest trust funds without the majority consent of the Trustees.

ARTICLE VII

Term of Trust


It is intended that this Trust shall be a permanent Trust.

ARTICLE VIII

Miscellaneous Provision

  1. The parties hereto declare that it is not intended that this Trust shall be revoked, but in the event of the dissolution of the Trust, the Trustees shall, after paying or making provision for the payment of any liabilities of the Foundation, dispose of all the assets of the Foundation exclusively for the purposes of the Foundation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at that time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas on any county in which the principal office of the Trust is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

  2. No portion of the Trust funds, properties, or assets shall ever revert or revest in any grantor or donor by operation of law or otherwise.

  3. The Attorney General of the State of Texas is hereby authorized to enforce the purposes and objects of this Trust by appropriate judicial proceedings.

  4. The Bylaws once approved by the Trustees shall be voted upon by the Executive Council of the GCSSEPM. Once approved by the Executive Council, they shall be submitted to The State of Texas for acceptance. Once acceptance has been received in writing, the Bylaws will be submitted to the Internal Revenue Service for approval. Once this approval has been granted, the Revised Bylaws shall take effect and supersede the original Bylaws.

IN WITNESS WHEREOF, the parties have caused this instrument to be executed the day and year first above written.

GULF COAST SECTION OF THE SOCIETY OF ECONOMIC
PALEONTOLOGISTS AND MINERALOGISTS, INC.

By: John Holbrook, President

By: Bruce S. Hart, President Elect

By: Don Van Nieuwenhuise, Vice President

By: Charlotte Jolley, Secretary

By: Johanna Moutoux, Treasurer

By: John Wagner, Past President